exv10w14



 





Exhibit 10.14




FIRM TRANSPORTATION AGREEMENT



(For Use Under Rate Schedules FT-A and FT-GS)


THIS AGREEMENT is made,
entered into and effective as of this 12th day of January, 2004, by and between East Tennessee Natural Gas Company, a Tennessee
corporation hereinafter referred to as “Transporter,” and Washington Gas Light
Company, a District of Columbia and Virginia corporation, hereinafter referred to
as “Shipper.” Transporter and Shipper shall be referred to herein individually as
“Party” and collectively as “Parties.”



ARTICLE I — DEFINITIONS


The definitions found in Section  1
of Transporter’s General Terms and Conditions are incorporated herein by reference.



ARTICLE II — SCOPE OF AGREEMENT


Transporter agrees to accept and receive daily, on a firm basis, at the Receipt Point(s)
listed on Exhibit A attached hereto, from Shipper such quantity of gas as Shipper makes
available up to the applicable Maximum Daily Transportation Quantity stated on Exhibit A
attached hereto and deliver for Shipper to the Delivery Point(s) listed on Exhibit A
attached hereto an Equivalent Quantity of gas. The Rate Schedule applicable to this
Agreement shall be stated on Exhibit A.



ARTICLE III — RECEIPT AND DELIVERY PRESSURES


Shipper shall deliver, or cause to be delivered, to Transporter the gas to be transported hereunder
at pressures sufficient to deliver such gas into Transporter’s system at the Receipt Point(s).
Transporter shall deliver the gas to be transported hereunder to or for the account of Shipper at
the pressures existing in Transporter’s system at the Delivery Point(s) unless otherwise specified
on Exhibit A.



ARTICLE IV — QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENTS



For all gas received, transported, and delivered hereunder, the Parties agree to the quality
specifications and standards for measurement as provided for in Transporter’s General Terms and
Conditions. Transporter shall be responsible for the operation of measurement facilities at the
Delivery Point(s) and Receipt Point(s). In the event that measurement facilities are not operated
by Transporter, the responsibility for operations shall be deemed to be Shipper’s.



ARTICLE V — FACILITIES


The facilities necessary to receive, transport, and deliver gas as described herein are
in place and no new facilities are anticipated to be required.



ARTICLE VI — RATES FOR SERVICE




	6.1	 	Rates and Charges — Commencing on the date of implementation of this
Agreement under Section 10.1, the compensation to be paid by Shipper to Transporter
shall be in



 









 










accordance with Transporter’s effective Rate Schedule FT-A or FT-GS, as
specified on Exhibit A. Where applicable, Shipper shall also pay the Gas
Research Institute surcharge and Annual Charge Adjustment surcharge as such
rates may change from time to time. Except as provided to the contrary in any
written or electronic agreement(s) between Transporter and Shipper in effect
during the term of this Agreement, Shipper shall pay Transporter the applicable
maximum rate(s) and all other applicable charges and surcharges specified in the
Notice of Rates in Transporter’s FERC Gas Tariff and in this Rate Schedule.
Transporter and Shipper may agree that a specific discounted rate will apply
only to certain volumes under the Agreement. Transporter and Shipper may agree
that a specified discounted rate will apply only to specified volumes (MDRO,
MDDO, MDTQ, commodity volumes or Authorized Overrun volumes) under the
Agreement; that a specified discounted rate will apply only if specified volumes
are achieved (with the maximum rates applicable to volumes above the specified
volumes or to all volumes if the specified volumes are never achieved); that a
specified discounted rate will apply only during specified periods of the year
or over a specifically defined period of time; and/or that a specified
discounted rate will apply only to specified points, zones, markets or other
defined geographical areas. Transporter and Shipper may agree to a discounted
rate pursuant to the provisions of this Section 6.1 provided that the discounted
rate is between the applicable maximum and minimum rates for this service.




	6.2	 	Changes in Rates and Charges — Shipper agrees that Transporter shall
have the unilateral right to file with the appropriate regulatory authority and
make changes effective in (a) the rates and charges stated in this Article, (b)
the rates and charges applicable to service pursuant to the Rate Schedule under
which this service is rendered and (c) any provisions of Transporter’s General
Terms and Conditions as they may be revised or replaced from time to time.
Without prejudice to Shipper’s right to contest such changes, Shipper agrees to
pay the effective rates and charges for service rendered pursuant to this
Agreement. Transporter agrees that Shipper may protest or contest the
aforementioned filings, or may seek authorization from duly constituted
regulatory authorities for adjustment of Transporter’s existing FERC Gas Tariff
as may be found necessary to assure Transporter just and reasonable rates.




ARTICLE VII — RESPONSIBILITY DURING TRANSPORTATION


As between the Parties hereto, it is agreed that from the time gas is delivered by
Shipper to Transporter at the Receipt Point(s) and prior to delivery of such gas to or
for the account of Shipper at the Delivery Point(s), Transporter shall be responsible
for such gas and shall have the unqualified right to commingle such gas with other gas
in its system and shall have the unqualified right to handle and treat such gas as its
own. Prior to receipt of gas at Shipper’s Receipt Point(s) and after delivery of gas
at Shipper’s Delivery Point(s), Shipper shall have sole responsibility for such gas.



ARTICLE VIII — BILLINGS AND PAYMENTS


Billings and payments under this Agreement shall be in accordance with Section 16 of
Transporter’s General Terms and Conditions as they may be revised or replaced from
time to time.


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ARTICLE IX — RATE SCHEDULES AND

GENERAL TERMS AND CONDITIONS


This Agreement is subject to the effective provisions of Transporter’s FT-A or FT-GS
Rate Schedule, as specified in Exhibit A, or any succeeding rate schedule and
Transporter’s General Terms and Conditions on file with the Commission, or other duly
constituted authorities having jurisdiction, as the same may be changed or superseded
from time to time in accordance with the rules and regulations of the Commission, which
Rate Schedule and General Terms and Conditions are incorporated by reference and made a
part hereof for all purposes.



ARTICLE X — TERM OF CONTRACT




	10.1	 	This Agreement shall be effective as of the date of execution set
forth above, and shall remain in force and effect until 364 days after the date of
execution (“Primary Term”); provided, however, that if the Primary Term is one
year or more, then the contract shall remain in force and effect and the contract
term will automatically roll-over for additional five year increments (“Secondary
Term”) unless Shipper, one year prior to the expiration of the Primary Term or a
Secondary Term, provides written notice to Transporter of either (1) its intent to
terminate the contract upon expiration of the then current term or (2) its desire
to exercise its right-of-first-refusal in accord with Section 7.3 of Transporter’s
General Terms and Conditions. Provided further, if the Commission or other
governmental body having jurisdiction over the service rendered pursuant to this
Agreement authorizes abandonment of such service, this Agreement shall terminate
on the abandonment date permitted by the Commission or such other governmental
body.
	 
	10.2	 	In addition to any other remedy Transporter may have, Transporter
shall have the right to terminate this Agreement in the event Shipper fails to pay
all of the amount of any bill for service rendered by Transporter hereunder when
that amount is due, provided Transporter shall give Shipper and the Commission
thirty days notice prior to any termination of service. Service may continue
hereunder if within the thirty day notice period satisfactory assurance of payment
is made in accord with Section 16 of Transporter’s General Terms and Conditions.




ARTICLE XI — REGULATION




	11.1	 	This Agreement shall be subject to all applicable governmental statutes, orders, rules, and
regulations and is contingent upon the receipt and continuation of all necessary regulatory
approvals or authorizations upon terms acceptable to Transporter and Shipper. This
Agreement shall be void and of no force and effect if any necessary regulatory approval
or authorization is not so obtained or continued. All Parties hereto shall cooperate to
obtain or continue all necessary approvals or authorizations, but no Party shall be liable
to any other Party for failure to obtain or continue such approvals or authorizations.
	 
	11.2	 	Promptly following the execution of this Agreement, the Parties will file, or cause to be
filed, and diligently prosecute, any necessary applications or notices with all
necessary regulatory bodies for approval of the service provided for herein.



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	11.3	 	In the event the Parties are unable to obtain all necessary and
satisfactory regulatory approvals for service prior to the expiration of two (2) years from the effective date
hereof, then, prior to receipt of such regulatory approvals, either Party may terminate this
Agreement by giving the other Party at least thirty (30) days prior written notice, and the
respective obligations hereunder, except for the reimbursement of filing fees herein, shall
be of no force and effect from and after the effective date of such termination. [This
Section 11.3 is not applicable.]
	 
	11.4	 	The transportation service described herein shall be provided subject to the provisions of
the Commission’s Regulations shown on Exhibit A hereto.




ARTICLE XII — ASSIGNMENTS




	12.1	 	Either Party may assign or pledge this Agreement and all rights and obligations
hereunder under the provisions of any mortgage, deed of trust, indenture or other
instrument that it has executed or may execute hereafter as security for indebtedness;
otherwise, Shipper shall not assign this Agreement or any of its rights and obligations
hereunder, except as set forth in Section 17 of Transporter’s General Terms and
Conditions.
	 
	12.2	 	Any person or entity that shall succeed by purchase, transfer, merger, or consolidation to
the properties, substantially or as an entirety, of either Party hereto shall be
entitled to the rights and shall be subject to the obligations of its predecessor in interest
under this Agreement.




ARTICLE XIII — WARRANTIES


In addition to the warranties set forth in Section 22 of Transporter’s General Terms
and Conditions, Shipper warrants the following:




	13.1	 	Shipper warrants that all upstream and downstream transportation arrangements are in
place, or will be in place, as of the requested effective date of service, and that it has
advised the upstream and downstream transporters of the receipt and delivery points
under this Agreement and any quantity limitations for each point as specified on Exhibit
A attached hereto. Shipper agrees to indemnify and hold Transporter harmless for refusal
to transport gas hereunder in the event any upstream or downstream transporter fails to
receive or deliver gas as contemplated by this Agreement.
	 
	13.2	 	Shipper agrees to indemnify and hold Transporter harmless from all suit actions, debts,
accounts, damages, costs, losses, and expenses (including reasonable attorney’s fees)
arising from or out of breach of any warranty, by the Shipper herein.
	 
	13.3	 	Shipper warrants that it will have title or the right to acquire title to the gas delivered to Transporter under this Agreement.
	 
	13.4	 	Transporter shall not be obligated to provide or continue service hereunder in the event of any breach of warranty; provided, Transporter shall give Shipper and the Commission




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thirty days notice prior to any termination of service. Service will continue if,
within the thirty day notice period, Shipper cures the breach of warranty.



ARTICLE XIV — MISCELLANEOUS




	14.1	 	Except for changes specifically authorized pursuant to this Agreement, no modification
of or supplement to the terms and conditions hereof shall be or become effective until
Shipper has submitted a request for change via LINK® and Shipper has been notified via
LINK® of Transporter’s agreement to such change.
	 
	14.2	 	No waiver by any Party of any one or more defaults by the other in the performance of
any provision of this Agreement shall operate or be construed as a waiver of any future
default or defaults, whether of a like or of a different character.
	 
	14.3	 	Except when notice is required via LINK®, pursuant to Transporter’s FT-A or FT-GS
Rate Schedule, as applicable, or pursuant to Transporter’s General Terms and Conditions,
any notice, request, demand, statement or bill provided for in this Agreement or any
notice that either Party may desire to give to the other shall be in writing and mailed by
registered mail to the post office address of the Party intended to receive the same, as the
case may be, to the Party’s address shown on Exhibit A hereto or to such other address as
either Party shall designate by formal written notice to the other. Routine
communications, including monthly statements and payments, may be mailed by either
registered or ordinary mail. Notice shall be deemed given when sent.
	 
	14.4	 	THE INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT SHALL
BE IN ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE STATE
OF TENNESSEE, WITHOUT REGARD TO CHOICE OF LAW DOCTRINE THAT
REFERS TO THE LAWS OF ANOTHER JURISDICTION.
	 
	14.5	 	The Exhibit(s) attached hereto is/are incorporated herein by reference and made a part of
this Agreement for all purposes.
	 
	14.6	 	If any provision of this Agreement is declared null and void, or voidable, by a court of
competent jurisdiction, then that provision will be considered severable at Transporter’s
option; and if the severability option is exercised, the remaining provisions of the
Agreement shall remain in full force and effect.
	 
	14.7	 	This Agreement supersedes and cancels the Gas Sales and Transportation
        Agreement(s) between Shipper and Transporter dated

     N/A     
and     N/A     , respectively. [This Section 14.7
        is not applicable.]



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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed as of the date first hereinabove written.



    	 	 	 
	 	 	 EAST TENNESSEE NATURAL GAS COMPANY
	 	 	 
	 	 	 BY: /s/ D. Patrick Whitty
          
            
          D. Patrick Whitty
	 	 	 
	 	 	 TITLE: Vice President
	 	 	 
	 	 	 WASHINGTON GAS LIGHT COMPANY
	 	 	 
	 	 	 BY: /s/ Terry D. McCallister

	 	 	 TITLE: President & COO 







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  Date: 01/12/04
  
EXHIBIT A TO THE FIRM

TRANSPORTATION AGREEMENT


  
DATED January 12th, 2004
  
Shipper: Washington Gas Light Company



Rate Schedule: FT-A



Maximum Daily Transportation Quantity: 25,000 Dth/d


Proposed Commencement Date: The date of execution set forth in the Firm Transportation
Agreement


Termination Date: 364 days after the date of execution


Transportation Service will be provided under Part 284, Subpart G of the Commission’s Regulations.



    	 	 	 	 	 	 	 	 	 	 	 	 	 
	Primary
          
	 	 	 	 	 	 	 	 	 	Interconnect 	Location
	Receipt
            Point(s): 
	 	 	 	 	 	 	 	 	 	Party 	County, State
	Name 
	 	Meter No. 	 	MDRO 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Saltville
            Storage Co., LLC 
	 	 	59760	 	 	 	25,000	 	 	 	Smyth Co, VA
	 

          
   
     

           







    	 	 	 	 	 	 	 	 	 	 	 	 	 
	Primary
          
	 	 	 	 	 	 	 	 	 	Interconnect 	Location
	Delivery
            Point(s): 
	 	 	 	 	 	 	 	 	 	Party 	County, State
	Name 
	 	Meter No. 	 	MDRO 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Transco
          
	 	 	59204	 	 	 	25,000	 	 	 	Rockingham Co,
	 
	 	 	 	 	 	 	 	 	 	 	NC
	 

          
     
   

           






Name of entity(s) to deliver gas to Transporter:






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Name of entity(s) to receive gas from Transporter:








	*	 	Transporter shall not be obligated to deliver more cubic
feet of gas to any Shipper than the quantity calculated using 1.03 dth per
million cubic feet.




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EXHIBIT A TO THE FIRM

TRANSPORTATION AGREEMENT



DATED January 12th, 2004



Notices not made via LINK® shall be made to:



	 	 	 
	

	 	Shipper
	

	 	Washington Gas Light Company
	

	 	6801 Industrial Road
	

	 	Springfield, VA 22151 
	

	 	 Attn: Tim S. Sherwood
	 
	 	 
	

	 	Invoices
	

	 	Washington Gas Light Company
	

	 	6801 Industrial Road
	

	 	Springfield, VA 22151 
	

	 	Attn: Accounting Department







New Facilities Required:


As described in the Commission’s November 20, 2002 order in Docket Nos.
CP01-415-000, et al. (101 FERC ¶ 61,188 (2002))



New Facilities Charge:



Not applicable

  
(This Exhibit A supersedes and
    cancels Exhibit A dated       N/A      to
    the Firm Transportation Agreement dated       N/A      .) [Not Applicable]
  

    	 	 	 
	EAST TENNESSEE
            NATURAL GAS COMPANY 
	 	(SHIPPER)
	 	 	 
	BY: /s/
            D. Patrick Whitty 
	 	BY: /s/ Terry D. McCallister
	
  
          
	 	
  
	             D. Patrick
            Whitty
	 	 
	TITLE:
            Vice President 
	 	TITLE: President & COO







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FIRM STORAGE SERVICE
AGREEMENT




     THIS
AGREEMENT, made and entered into as of this 12th Day of
January, 2004, by and
between SALTVILLE GAS STORAGE COMPANY L.L.C., a Virginia limited liability company, hereinafter
referred to as “SELLER”, and WASHINGTON GAS LIGHT
COMPANY, a Virginia corporation,
hereinafter referred to as “PURCHASER”.



     WITNESSETH



     WHEREAS, SELLER has undertaken to provide a firm storage service under the Utility Facilities
Act of Virginia, in accordance with its Gas Tariff filed with the State Corporation Commission of
Virginia (“SCC”), and under its limited jurisdiction certificate of public convenience and
necessity issued pursuant to part 284 of the Regulations of the Federal Energy Regulatory
Commission (“FERC”); and



     WHEREAS, PURCHASER has requested storage service on a firm basis pursuant to Rate Schedule
FSS in compliance with Section 3 of the General Terms and Conditions of SELLER’S SCC Gas Tariff or
any successor regulatory Tariff; and



     WHEREAS, SELLER has been directed by FERC to file an application for a certificate of
convenience and necessity pursuant to Part 157, Subpart A of the Commission’s regulations and to
file proposed initial rates and tariff terms and conditions pursuant to Part 284, Subpart G of the
Commission’s regulations, the acceptance of such tariff may supercede SELLER’S SCC Gas Tariff; and



     WHEREAS, SELLER agrees to furnish firm storage service to PURCHASER on the terms and
conditions set forth in this Firm Storage Service Agreement (“Agreement”).



     NOW, THEREFORE, the parties hereby agree as follows:



ARTICLE I





	 	1.1	 	Subject to the terms and provisions of this Agreement and the SCC Gas Tariff
or any
successor regulatory tariff with the SCC or with FERC applicable hereto,
PURCHASER shall have the right to deliver to SELLER for storage by SELLER an
aggregate quantity of Gas up to the “Maximum Storage Quantity”, or “MSQ”
specified on Exhibit “A”. SELLER’S obligation to accept Gas at the Primary Receipt
Point(s) specified on Exhibit “A” hereto for injections into storage on any Day is
limited to the Maximum Daily Injection Quantity (“MDIQ”) specified on Exhibit A
hereto.
	 
	 	1.2	 	Subject to the terms and provisions of this Agreement and the SCC Gas Tariff or any
successor regulatory tariff with the SCC or with FERC applicable hereto,
PURCHASER shall have the right to cause SELLER to withdraw and redeliver a
thermally equivalent quantity of Gas to PURCHASER at the Primary Delivery
Point(s) described on Exhibit A hereto. SELLER’S obligation to withdraw Gas from
storage on any Day is limited to the Maximum Daily Withdrawal Quantity
(“MDWQ”) specified on Exhibit A hereto.




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ARTICLE II




CONDITIONS OF SERVICE





	2.1	 	PURCHASER shall pay SELLER on a
monthly basis and in accordance with SELLERS SCC Gas Tariff or
any successor regulatory tariff, with the SCC or with FERC





	 	(a)	 	a Storage Injection Charge of $0.05 per each dth injected,
	 
	 	(b)	 	a Storage Withdrawal Charge of $0.05 per each dth withdrawn, and
	 
	 	(c)	 	a Storage Capacity Charge which shall be the monthly fee of





	 	(i)	 	$3.50/dth divided by
(12) twelve months multiplied by the Maximum Storage
Quantity for the period October 1 — April 30, which
fee shall be payable in seven (7) equal monthly
installments during the period October 1 through
April 30, and
	 
	 	(ii)	 	$1.50 divided by (12) twelve months multiplied by the Maximum
Storage Quantity for the period October 1 — April 30,
which fee shall be payable in five (5) equal monthly
installments during the period May 1 through September
30.





	2.2	 	PURCHASER shall ensure that the Gas
delivered to SELLER at the Primary Receipt
Points for injection meets the minimum quality specifications of SELLER’S SCC
Gas Tariff or any successor regulatory tariff with the SCC or with FERC. SELLER
shall ensure that Gas delivered to PURCHASER at the Primary Delivery Points
meets the minimum quality specifications of East Tennessee Natural Gas Company’s
FERC Gas Tariff.
	 
	2.3	 	The measurement of quantities for billing purposes, in MMBtu, delivered to or
received from SELLER shall be performed by East Tennessee Natural Gas
Company.
	 
	2.4	 	Withdrawals from storage shall be adjusted for fuel on the Patriot Expansion on the
East Tennessee Pipeline, as deliveries on the East Tennessee
pipeline into the interconnect with the Transco Pipeline shall equal the maximum of 25,000 dth/d.




ARTICLE III




NOTICES





	3.1	 	Notices hereunder shall be given to
the respective party at the applicable address, telephone
number or facsimile machine number stated below, or such other
addresses, telephone numbers or facsimile numbers as the
parties shall respectively designate in writing from time to
time.


  

    	 	 	 
	For
            SELLER: 
	 	SALTVILLE GAS STORAGE COMPANY L.L.C.
	 
	 	1096 Ole Berry Drive
	 
	 	 Abingdon,VA 24210
	 
	 	(276)676-2380 (phone)
	 
	 	(276) 676-5254 (fax)
	 
	 	ATTN: Marketing


  




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	For PURCHASER:
          
	 	WASHINGTON GAS LIGHT

	 	 	6801 Industrial Road

	 	 	Springfield, VA 22151

	 	 	(703) 750-4468 (phone)

	 	 	(703) 750-7692 (fax)

	 	 	ATTN: Nimmie Hickman








ARTICLE IV




TERM





	4.1	 	Subject to the provisions hereof, this Agreement shall become effective as of
January 12th, 2004 and shall be in full force and effect for a primary
term through  March 31, 2007  (the “Termination Date”) and, thereafter, shall continue
and remain in full force and effect for successive terms of one (1) year
each hereafter. PURCHASER retains the right of first refusal on each
subsequent one year term unless and until cancelled by either party.
SELLER must provide written notice to the PURCHASER 195 days prior to
the end of the primary term or any yearly extension thereof. PURCHASER
must provide written notice to the SELLER 120 days prior to the end of
the primary term or any yearly extension thereof.
	 
	4.2	 	PURCHASER has the option to extend the primary term
for an additional four (4) years of service provided this option is exercised by PURCHASER’S
provision of written notice to SELLER no later than October 1, 2006.




ARTICLE V

MISCELLANEOUS





	5.1	 	SELLER shall have the right to propose, file and make
effective with the Virginia State Corporation Commission or other regulatory authority, changes and/or
revisions to its FSS Rate Schedule, FSS Rate Statement and/or the General Terms
and Conditions of its SCC Gas Tariff for the purpose of changing the provisions
thereof effective as to the PURCHASER. The filing of such changes and/or
revisions shall be without prejudice to the right of the PURCHASER to contest or
oppose the effectiveness of such filing.
	 
	5.2	 	This Agreement constitutes the entire Agreement between the parties and no waiver
by SELLER or PURCHASER of any default of either party under this Agreement
shall operate as a waiver of any subsequent default whether of a like or different
character.
	 
	5.3	 	The laws of the Commonwealth of Virginia shall govern the validity, construction,
interpretation, and effect of this Agreement, without regard to conflicts of laws
principles.
	 
	5.4	 	No modification of or supplement to the terms and provisions hereof shall be or
become effective except by execution of a supplementary written agreement between
the parties.
	 
	5.5	 	Exhibit A attached to this Agreement constitutes a part of this Agreement and is
incorporated herein.




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	5.6	 	All provisions of the General Terms and Conditions of
SELLER’S SCC Gas Tariff or successor regulatory tariff with the SCC or with FERC are incorporated herein by
reference.
	 
	5.7	 	Any company which succeeds by purchase, merger, or consolidation of title to the
properties, substantially as an entirety, of SELLER or PURCHASER, will be entitled
to the rights and will be subject to the obligations of its predecessor in title under this
Agreement. Otherwise, neither PURCHASER nor SELLER may assign any of its
rights or obligations under this Agreement without the prior written consent of the
other Party hereto, which consent shall not be unreasonably withheld.
	 
	5.8	 	In the event that SELLER loses its Hinshaw pipeline status and there are significant
and material changes to the rates or terms and conditions of service provided
hereunder, as determined by Purchaser in its sole discretion, PURCHASER may
terminate this agreement upon 120 days written notice.
	 
	5.9	 	PURCHASER has the right to terminate this Agreement with 90 days written notice
if the third party which PURCHASER has negotiated a Swap Agreement for physical
delivery terminates the Swap Agreement and Purchaser provides written
documentation to SELLER of such termination.




ARTICLE VI




CONFLICTING PROVISIONS





	6.1	 	In the event of any conflicts
in the provisions of this Agreement including the
provisions of Exhibit A attached to this Agreement and the
General Terms and Conditions of the SELLER’S SCC Gas
Tariff or any other successor tariff with the SCC or with
FERC, then the provisions of this Agreement will govern,
provided that those provisions are in accordance with
applicable law and that the provisions of this Agreement,
at the time of its execution, are consistent with the
terms of SELLER’S SCC Gas Tariff.




     IN WITNESS WHEREOF, this Agreement has been executed as of
the date first written above by the parties’ duly authorized
officers.



	 	 	 
	Attest:

	 	WASHINGTON GAS LIGHT COMPANY
	

	 	By: /s/ Terry D. McCallister
	

	 	
 
	

	 	Its: President & COO
	 
	 	 
	Attest:
	 	 
	

	 	SALTVILLE GAS STORAGE COMPANY,
LLC
	

	 	By: /s/ Joseph A. Curia
	

	 	
 
	

	 	Its: Vice President, Virginia Gas
Pipeline Company, Operating Manager
	

	 	
 
	

	 	







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EXHIBIT A



To that certain Firm Gas
Storage Agreement dated January 12th, 2004 by
and between SALTVILLE GAS STORAGE COMPANY L.L.C. and WASHINGTON GAS LIGHT COMPANY.



Primary Point(s) of Receipt and Delivery:




Saltville receipt/delivery point, Smyth County, Virginia. For
injections, ETNG Meter Number 759766; for withdrawals, ETNG
Meter Number 759777.



October 1 2003 — April 30 2004:




Maximum Daily Injection Quantity, in dth:





10,000 dth per Day



Maximum Daily Withdrawal Quantity, in dth:





25,000 dth
per Day plus applicable East Tennessee fuel charges



 Maximum Storage Quantity, in dth:





125,000 dth


May 1, 2004 — September 30, 2007: [applicable to consecutive months of
May 1 thru September 30]



Maximum Daily Injection Quantity, in dth:





5,000 dth per Day



Maximum Daily Withdrawal Quantity, in dth:





0 dth per Day



Maximum Storage Quantity, in dth:





125,000 dfh


October 1, 2004 — March 31, 2007: [applicable to consecutive months of October 1 thru
March 31]




Maximum Daily Injection Quantity, in dth:





10,000 dth per Day



Maximum Daily Withdrawal Quantity, in dth:





25,000 dth per Day plus applicable East Tennessee fuel charges



Maximum Storage Quantity, in dth:





250,000 dth



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